Order Form Terms and Conditions
Last Update: January 23, 2026
These Order Form Terms and Conditions, together with the Order Form executed by Customer with PeopleGuru, Inc. or one of its Affiliates (“Guru”) and the most current Master Agreement found at: http://legalguruz.com, constitute the Agreement between the parties All capitalized terms used but not defined herein have the meanings set forth in the Master Agreement.
1. Definitions.
“ACH Entry” a payment entry made within the Service that originates debit or credit entries through the nationwide automated clearing house system on bank accounts designated by Customer.
“Anniversary Date” means the annual renewal date of this Agreement, which is November 1st each year.
“Authorized Tax Agencies” means the federal, state, and local tax agencies or jurisdictions for which Customer has elected Tax Filing services as set forth in an applicable Order Form, and for which Guru has been granted power of attorney by Customer.
“Check” means all documents produced, either in paper or electronic form, for the payment or recording of payments to an Employee.
“Fee Funding Account” means the designated bank account from which Customer authorizes Guru to withdraw funds to cover fees or other amounts owed for Customer’s use of the Service and in which Customer shall have sufficient funds available contemporaneously with available funds in the Payroll Funding Account.
“First Anniversary Date” means the first Anniversary Date (November 1) that occurs after twelve (12) full months of Production Use have elapsed.
“Payroll Funding Account” means the designated bank account from which Customer authorizes Guru to withdraw funds to cover Customer’s payroll related liabilities.
“Payroll Setup Policies” means setup policies provided by the Service relating to payroll computations including but not limited to those responsible for earnings, earnings taxability, pre-tax deductions, deductions, taxes, and the assignment of those same policies to Employees.
“Prior Compensation” means the manual or automated data entry routines used to populate the Service en masse to result in closely matching the Service’s Employee payroll history and Employee quarterly and year-to-date balances for the current tax year to the Customer’s prior system of record.
“Production Use” means the date Service is first used by Customer to capture time; calculate, distribute, or record compensation to an Employee; or for which the Service is used for any reason other than development, evaluation, and acceptance testing.
“Security Policies” means setup policies to grant or deny access to end users of the Service login and access privileges to the interactive web pages reports and the data records contained within the Service.
“Service Start Date” means the date stated in the Order Form by which the Service is made available to Customer for Production Use and Customer is obligated to begin payment for the Service.
“System Notifications” means features provided by the Service to advise end users of events, data elements, and actions that require attention. Customer assumes all security risks for transmission of System Notifications by standard email.
“Tax Funding Account” means the designated bank account from which Customer authorizes Guru to withdraw funds to cover Customer’s tax related liabilities.
“Third Party” means a business entity which receives payments originated by Customer by the process of aggregating employer or Employee Check deduction amounts through payroll processing for the purpose of conveniently remitting a single timely payment to such business entity.
“Time and Attendance Setup Policies” means setup policies provided by the Service for the collection of time and attendance data and related computations including, but not limited to, those responsible for punch rounding, labor distribution, shift premiums, holiday pay, overtime and the assignment of those same policies to Employees.
“Year End Filings” shall mean W-2, W-3, 1094C, 1095C, 1096, and 1099 Employee and Employer forms, as subscribed to by Customer.
1. General Terms.
1.1. The Service and Guru Services shall be provided as set forth herein and Customer agrees to pay the fees for use of the Service and Guru Services in accordance with the fee schedule set forth in the Order Form.
1.2. Customer shall be responsible to review and verify the Service’s Security Policies and System Notifications to ensure that they function as intended prior to Production Use. After Production Use commences, Customer shall be responsible to review and verify that all changes to Security Policies and System Notifications are thoroughly tested prior to deployment in Production Use.
1.3. Guru shall not be responsible for Customer’s failure to supply information on a timely basis or actions taken or omitted by Customer or for inaccuracies resulting from inaccurate information provided by Customer. Customer is solely responsible for the accuracy of all Customer Data.
1.4. Upon request, Guru may provide Customer additional training, customization, or consulting. Customer agrees to pay the fees for such services in accordance with an SOW.
1.5. The initial term of this Agreement shall commence on the date an applicable Order Form is fully executed by both parties and shall not be cancellable by Customer prior to the First Anniversary Date (the “Initial Term”). Thereafter, and unless either party delivers written notice of non-renewal at least forty-five (45) days before the Anniversary Date, the term of this Agreement shall automatically renew for a one (1) year period on the Anniversary Date. If Customer fails to give timely notice of non-renewal, it may still request Early Termination in accordance with the provisions of the Master Agreement.
1.6. Monthly billing for the Service will commence upon the sooner of the Service Start Date or Production Use. Customer agrees to make best efforts to implement all subscribed Software Services within six (6) months of Production Use. Guru reserves the right, in its sole and absolute discretion, to delay Customer’s implementation of additional Software Services if Guru believes Customer is not adequately proficient in the use of the Software Services already implemented.
1.7. Guru Services shall be billed as incurred or as otherwise stated in the Order Form.
1.8. Prices charged under the applicable Order Form shall be adjusted annually on the Anniversary Date or upon 30 days’ advance notice from Guru unless there is a no price escalation provision in the Order Form as part of Customer’s commitment to a contract term that is substantially longer than the Initial Term.
1.9. If for any reason Customer’s bank refuses to honor an ACH draft (“NSF”), an NSF fee will be charged to Customer as Guru’s reasonable costs and Guru may immediately terminate this Agreement without written notice and without obligation to perform payroll processing or ACH payroll transactions, or to make any currently due or future payroll tax deposits or tax return filings.
1.10. For the Term of this Agreement, Guru agrees to keep electronic records of Customer and Employee transactions and all pertinent associated documentation for up to five years from the date of their creation or the period of time as may be defined by Customer’s data retention policy settings within the Software Services, whichever is less. Customer may request copies of such documentation from time to time and Guru shall make best efforts to supply such documentation in a timely manner. Customer shall be obligated to reimburse Guru all applicable costs and fees for document retrieval requests. Guru shall have no responsibility to keep or maintain such records after the Term of this Agreement.
2. Software Services. If elected by Customer, the following Software Services will be made available for Customer’s use. Each Software Service functions in accordance with the applicable Documentation, as may be amended from time to time.
2.1. Core HR provides interactive web-based tools for human resources recordkeeping, reporting, and compliance support with applicable federal and state HR laws, as described in the Documentation.
2.2. Recruiting provides interactive web-based tools for job postings, candidate management, application tracking, and related recordkeeping and reporting.
2.3. Benefit provides interactive web-based tools for managing benefit eligibility, enrollment, assignment, costing, and related recordkeeping and reporting.
2.4. Carrier provides creation and transmission of health benefit enrollment files, worksheets, and related employee benefit data to Customer or health insurance carriers.
2.5. Learning Management provides interactive web-based tools for managing training courses, course enrollments, testing, and related recordkeeping and reporting.
2.6. Performance Management provides interactive web-based tools for performance reviews, talent assessments, and related recordkeeping and reporting. Customer is responsible for the accuracy of Performance Management Data.
2.7. Salary Administration provides interactive web-based tools for salary reviews and automated compensation changes
2.8. Payroll
2.8.1. Payroll provides interactive web-based tools for payroll processing, recordkeeping, calculations, and reporting, and functions in accordance with the Documentation, as may be amended from time to time. The Service includes features to assist Customer with compliance with applicable federal and state payroll laws, except as otherwise stated in the Documentation.
2.8.2. Prior to finalizing each payroll, Customer shall use the Service’s web pages and reports to review and verify the accuracy of payroll data, including time records, premiums, overtime, gross-to-net calculations, labor distributions, general ledger entries, payroll and tax disbursements, funding amounts, earnings, deductions, taxes, net pay, wage attachments, taxable wages, and all required withholdings.
2.8.3. Customer shall ensure the accuracy of the Prior Compensation and Payroll Setup Policies prior to Production Use. After Production Use commences, Customer shall ensure that all changes to the Service’s Payroll Setup Policies are thoroughly reviewed and tested prior to deployment in Production Use.
2.9. Time and Attendance
2.9.1. Time and Attendance provides interactive web-based tools for time and attendance recordkeeping and reporting. The Service includes features to assist Customer with compliance with applicable federal and state wage and hour laws, except as otherwise stated in the Documentation.
2.9.2. Customer shall review and ensure the accuracy of Time and Attendance Setup Policies prior to Production Use and shallreview and verify the accuracy of time records, tips, service charges, and other data collected via web punch and time clocks. After Production Use commences, Customer shall review and test any subsequent changes to its Time and Attendance Setup Policies prior to deployment in Production Use.
2.10 Ad Hoc Reporting provides interactive web-based tools for reporting, graphing, and analysis of Customer Data stored in the Service.
3. Guru Services. If elected by Customer, the following Payment, Tax Filing, Check Printing, Year End, Complete Pay, Call Center, and Carrier Eligibility Services will be made available for Customer’s use.
3.1. Payment Services
3.1.1. Payment services rely solely on timely and accurate Customer Data provided to the Payroll Service by Customer and facilitate ACH transfers of payroll-related funds from Customer’s designated bank accounts to Employee, Third Party, and Authorized Tax Agency designated bank accounts.
3.1.2. Guru shall have no liability for failure to process payroll or ACH transactions resulting from Customer’s failure to timely finalize and submit Time and Attendance data or payroll runs.
3.1.3. Customer shall maintain sufficient funds in its Payroll Funding and Fee Funding Accounts to cover Guru’s ACH draft for its payroll liabilities, and Service fees.
3.1.4. Customer agrees that all ACH Entries to Employee accounts will be properly authorized pursuant to a payee authorization signed by the Employee and held by Customer, and assumes full responsibility for all ACH account entries. Customer agrees to instruct its Employees to use the Service only as intended and will prevent the use of the Service by its Employees or end users for nefarious or fraudulent reasons.
3.1.5. Customer shall review the payroll reports provided by the Service to verify the accuracy and timeliness of Third Party payments and shall be solely responsible therefor, and for any resulting penalties, fines, fees, late charges, interest or taxes that may be or become due as a result of Customer’s errors.
3.1.6. Customer is liable for all ACH Entries made to its Payroll Funding Account or the account of any Employee or Third Party initiated by Guru. If Guru decides, in its sole discretion, not to terminate this Agreement after Customer’s failure to fully fund an ACH entry to Customer’s Payroll Funding Account, Customer will immediately pay Guru upon demand the sum of any unfunded payroll plus all fees and charges as determined by Guru.
3.1.7. All services requiring the debit or credit of accounts shall be provided through an originating bank (“Originating Bank”). Customer shall execute all documents and provide all information requested by Guru or the Originating Bank to effect ACH Entries.
3.1.8. Customer shall ensure that it has sufficient funds on deposit no later than three (3) banking days prior to payroll check date (or earlier if the check date falls on a weekend or bank holiday). Customer may change its designated bank account by providing new authorization and a voided check at least twenty (20) days in advance of the funding date.
3.1.9. The parties shall cooperate with each other to recover funds erroneously credited to any Employee’s account.
3.2. Tax Filing Services
3.2.1. For Authorized Tax Agencies, Guru shall: i) collect payroll tax liabilities and receive and hold those funds in an account separate from Guru’s general accounts, ii) deposit payroll taxes in a timely manner, and iii) prepare and file payroll tax returns in a timely manner. Guru shall be liable for penalties and interest for failure to do so, but only to the extent such charges were caused solely by Guru. Guru shall not be responsible for penalties and interest resulting from erroneous Customer Data, Customer’s failure to correct its Payroll Setup Policies or Tax Agency Setup Policies, or Customer’s failure to timely request assistance via CRM.
3.2.2. Customer warrants that Customer Data entered into the Service is accurate and authorizes Guru to rely on Customer Data to prepare, deposit, and file Customer’s payroll taxes for Authorized Tax Agencies.
3.2.3. Customer shall use the Service’s reports and web pages to review and verify payroll gross-to-net calculations, taxable wages, withholding amounts, and other tax filing data at least ten (10) days prior to applicable filing deadlines.
3.2.4. Customer shall ensure the accuracy of Tax Agency Setup Policies prior to Production Use and shall review and test any subsequent changes prior to deployment in Production Use.
3.2.5. This Agreement does not relieve Customer of any tax payment liabilities. Customer shall immediately pay any tax payment liabilities found to be incorrectly computed, under withheld, or incorrectly processed, whether or not caused by the Service or Guru. Overpayments disbursed to an Authorized Tax Agency shall be treated as a credit toward Customer’s future liabilities with that agency.
3.2.6. Customer is responsible for maintaining its own archival tax records.
3.2.7. Customer shall immediately provide Guru with copies of any notices or correspondence from any Authorized Tax Agency relating to deposits or filings made by Guru and shall notify Guru via CRM of any changes affecting tax withdrawals, deposits, or filings. Guru shall have no liability for penalties or interest resulting from Customer’s failure to provide such notices. Customer shall immediately notify Guru via the CRM of any changes that will affect the withdrawal of funds or the depositing of taxes or the filing of returns.
3.2.8. Guru shall debit the Tax Funding Account to make tax deposits. Customer shall maintain sufficient funds in its Tax Funding and Fee Funding Account to cover Guru’s ACH Drafts for tax liabilities and Service fees.
3.2.9. Guru shall have no liability for failure to make deposits or filings if Customer has not provided required powers of attorney, accurate and adequate information to make the deposits or filings, or failed to maintain sufficient funds to cover such payroll tax obligations. Guru shall not be liable for filing payroll tax returns for Prior Compensation or tax information provided by Customer that is erroneous.
3.2.10. Customer shall promptly execute any documents required by Guru or its designee to provide Tax Filing Services. Failure to do so shall constitute a breach of this Agreement, and Guru shall have no liability for resulting failures to make deposits or filings.
3.2.11. Customer shall ensure that it has sufficient funds on deposit no later than three (3) banking days prior to payroll check date (or earlier, if the check date falls on a weekend or bank holiday. Customer may change its Tax Funding Account authorization by delivering a new authorization and a voided check at least twenty (20) days prior to the effective date of such change.
3.3. Year-End Services
3.3.1. Guru shall provide year-end services consisting of printing and submitting Year End Filings and tax returns to Authorized Tax Agencies. Customer shall be responsible for all mail and courier fees incurred by Guru in connection with the filings.
3.3.2. Customer shall use the Service’s web pages and reports to review and verify the accuracy of Year-End Filings at least ten (10) days prior to the applicable filing deadlines, whether submitted electronically or by paper.
3.4. Complete Pay Services
3.4.1. Guru will (i) collect Employee net pay amounts from Customer’s Payroll Funding Account concurrent with other payroll liabilities, (ii) hold such funds in an account separate from PeopleGuru’s general accounts, and (iii) disburse Employee net pay by payroll check or ACH Entry on the payroll check date.
3.4.2. Customer shall maintain sufficient funds in its Payroll Funding and Fee Funding Accounts to cover Guru’s ACH drafts of its payroll liabilities, Employee net pay amounts, and Service fees.
3.4.3. PeopleGuru shall return to Customer unclaimed Employee net pay amounts exceeding twenty dollars ($20) that remain uncleared 180 days after the original check date, either quarterly or as needed, whichever is less frequent. PeopleGuru may offset returned amounts against any unpaid Service fees then due.
3.4.4. Immediately upon execution of the Order Form, Customer shall designate a contact person for resolving Employee support issues that require Customer or third party vendor assistance and shall cooperate in issue resolution.
4. Hosting Services. Standard hosting services consist of a common infrastructure shared with other Guru customers and their end users. Dedicated hosting services, if subscribed to by Customer in this Agreement, consist of virtualized dedicated web server(s), database server(s), application server(s), and the software components necessary to operate the Service.
5. Data Exchange Service.
5.1. Data Exchange Service shall refer to electronic data interchange either via web services, file transfer, or other means provided by Guru and as authorized by Customer to transfer information from the Service or into the Service from a third party.
5.2. Customer shall be responsible for auditing and verification of the accuracy of all data transferred via the Data Exchange Service.
6. Hardware as a Service Services. If elected by Customer, the following Hardware Services will be made available for Customer’s use:
6.1. Hardware as a Service provides Customer with a Timeclock hardware subscription, including provision of Timeclock hardware and Hardware Support Services. Timeclock hardware is provided for Customer’s dedicated use during the subscription term but remains the property of Guru.
6.2. Hardware Support for Customer-owned Timeclock hardware is not included or supported by Guru.
7. Hardware Support Services.
7.1. Guru warrants that Timeclock hardware will be free from defects in materials and workmanship under normal use. Guru or its designee will repair or replace defective parts at no charge for parts or labor, provided the hardware has been properly installed, maintained, and used in accordance with this Agreement and has not been abused or tampered with. Repairs or replacements shall be performed only by Guru or its designee after Guru receives the hardware and determines the repair or replacement is covered by this warranty. Guru may provide a temporary replacement device while evaluation is pending.
7.2. Repairs or replacements required due to (i) misuse, accident, neglect, tampering, unusual physical or electrical stress, or other non-intended use; (ii) failure to maintain a suitable installation environment; (iii) unauthorized alterations or attachment of non-Guru devices; or (iv) use of non-approved badges or supplies shall be billed to Customer at Guru’s then-current rates. No on-site hardware support is provided. Customer bears all shipping costs and risk of loss for hardware shipments.
7.3. Upon termination or cancellation, Customer shall return all Guru-owned Timeclock hardware at its expense in good condition, normal wear and tear excepted. Hardware not returned within ninety (90) days will be deemed purchased by Customer at the manufacturer’s suggested retail price. If payment is not made when due, Guru may immediately repossess the hardware or seek to collect the price thereof, at its sole option.
7.4. Each new Timeclock hardware subscription has a minimum term of eighteen (18) months. Thereafter, Hardware Services may be canceled with a minimum of ninety (90) days’ prior written notice.